The shareholders of SynAct Pharma AB (publ), 559058-4826, are hereby summoned to an Extraordinary General Meeting on Tuesday 10 April 2018 at 10.00am at Medicon Village, Scheelevägen 2, in Lund.
Right to participate and apply
Shareholders wishing to participate in the General Meeting must
- be registered in the share register kept by Euroclear Sweden AB on Wednesday, 4 April 2018, and
- apply to the company in writing to Sedermera Fondkommission no later than Wednesday, 4 April 2018 to: General Meeting, Norra Vallgatan 64, SE- 211 22 Malmo. Application can also be made by phone + 46 40-615 14 27 or by e-mail [email protected]. The application shall indicate the full name, personal or company registration number, shareholding, address, daytime telephone number and, where applicable, details of the representative, or assistants (maximum 2) shall be provided. The application should be accompanied, where appropriate, by powers or attorney, registration certificates and other authorisation documents.
Nominee-registered shares
In order to be entitled to participate in the General Meeting, shareholders who have their shares nominee-registered, by a bank or other trustee, must temporarily register the shares in their own name with Euroclear Sweden AB. Re-registration must be completed no later than Wednesday, 4 April 2018, which means that shareholders wishing to re-register must inform the trustee in good time before the said date.
Representatives etc.
If shareholders are to be represented by a representative, the representative must have a power of attorney for the Annual General Meeting written, dated and signed by the shareholder. The power of attorney must not be more than one year old, unless the period of validity (but no longer than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal person, the representative shall also have the relevant registration certificate or equivalent authorisation document for that legal person. To facilitate entry, a copy of the power of attorney and other documents should be attached to the application to attend the Annual General Meeting. A power of attorney form is available on the company’s website www.synactpharma.com and is sent by mail to shareholders who contact the company and provide their address.
Number of shares and votes
At the time of this notice, the number of outstanding shares and votes in the company is 12 417 449 shares. The company does not hold any of its own shares.
Draft agenda:
- The Annual General Meeting opens.
- Election of Chairman of the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one or two adjustment officers.
- Determination of whether the meeting has been duly convened.
- Approval of the Board of Director’s decision on rights issue.
- The meeting is concluded.
Decision proposals in brief:
Approval of the Board of Director’s decision on the rights issue (item 6)
To increase the company’s share capital by a maximum of SEK 282,214.75 through a rights issue of no more than 2 257 718 shares at a subscription price of SEK 9.90 per share. The total of the issue amounts to a maximum of SEK 22,351,408.20.
The following terms and conditions shall apply for the issue:
- The issue shall give preference to existing shareholders of the company. One (1) subscription right can be redeemed for each existing share. Eleven (11) such subscription rights entitles the holder to subscribe to two (2) new shares.
- The record date in the share register kept by Euroclear Sweden AB for determining which shareholders will be entitled preferential rights for the issue shall be 13 April 2018. Others can also subscribe to the issue.
- SEK 9.90 should be paid for each subscribed share.
- Subscription of shares shall take place between 19 April 2018 and 8 May 2018. Subscription with the support of preferential rights shall occur with simultaneous payment. Subscriptions made without the support of subscription rights shall be made on a special subscription list and payment shall be made no later than the fourth banking day following the dispatch of the allocation notice to the subscriber. The Board of Directors shall be authorised to extend the period of subscription and payment.
- In the event that not all shares with preferential rights are subscribed as above, the Board of Directors shall decide on the allocation of shares, within the limits of the issue’s maximum amount, to other shareholders who have subscribed to shares without preferential rights, and decide how that allocation should be made. In the first instance, the allocation of new shares subscribed for without subscription rights shall be made to subscribers who also subscribed for new shares with subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and in the event that they cannot be fully allocated, shares shall be allocated pro rata in relation to the number of subscription rights used for the subscription to new shares and, if this cannot be done, by drawing lots. In the second instance, the allocation of new shares subscribed to without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that allocation to them cannot be made fully, the allocation shall be pro rata in relation to the number of new shares subscribed and, in so far as this cannot be done, by drawing lots.
- The new shares shall first be entitled to dividends on the record date for dividends that occurs immediately after the new shares are registered at the Swedish Companies Registration office.
- The Board of Directors or the board’s appointee is authorised to decide on minor corrections required for registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
Other
Complete proposal for a decision, documents under section 13 6 § The Swedish Companies Act and the power of attorney form will be made available at the company’s offices, Medicon Village, Scheelevägen 2, in Lund and on the company’s website (www.synactpharma.com) no later than two weeks before the General Meeting and sent to the shareholders who request it and provide their mailing address.
Shareholders who are present at the general meeting have the right to request information in accordance with section 7. 32 § of Swedish Companies Act (2005:551).
Lund, March 2018
SynAct Pharma AB (publ)
BOARD OF DIRECTORS
For further information about SynAct Pharma AB, please contact:
Jeppe Øvlesen
CEO, SynAct Pharma AB
Telephone: +45 28 44 75 67
E-mail: [email protected]
Thomas Jonassen
CSO, SynAct Pharma AB
Telephone: +45 40 15 66 69
E-mail: [email protected]